---



##### 



ARTICLE I USAGE AND DEFINITIONS
    
    
    1Section 1.1.
    
    Usage and Definitions
    
    
    1Section 1.2.
    
    Incorporation by Reference of Trust Indenture Act
    
    
    1ARTICLE II THE NOTES
    
    
    2Section 2.1.
    
    Form
    
    
    2Section 2.2.
    
    Execution, Authentication and Delivery
    
    
    2Section 2.3.
    
    Tax Treatment
    
    
    3Section 2.4.
    
    Registration; Registration of Transfer and Exchange
    
    
    3Section 2.5.
    
    Mutilated, Destroyed, Lost or Stolen Notes
    
    
    6Section 2.6.
    
    Persons Deemed Owners
    
    
    7Section 2.7.
    
    Payment of Principal and Interest
    
    
    7Section 2.8.
    
    Cancellation
    
    
    8Section 2.9.
    
    Release of Collateral
    
    
    8Section 2.10.
    
    Book-Entry Notes
    
    
    8Section 2.11.
    
    Definitive Notes
    
    
    9Section 2.12.
    
    Authenticating Agents
    
    
    10Section 2.13.
    
    Note Paying Agents
    
    
    10ARTICLE III COVENANTS AND REPRESENTATIONS
    
    
    11Section 3.1.
    
    Payment of Principal and Interest
    
    
    11Section 3.2.
    
    Maintenance of Office or Agency
    
    
    11Section 3.3.
    
    Money for Payments to be Held in Trust
    
    
    11Section 3.4.
    
    Existence
    
    
    12Section 3.5.
    
    Protection of Collateral
    
    
    13Section 3.6.
    
    Performance of Obligations; Servicing of Receivables
    
    
    13Section 3.7.
    
    Negative Covenants
    
    
    14Section 3.8.
    
    Opinions as to Collateral
    
    
    14Section 3.9.
    
    Annual Statement as to Compliance
    
    
    15Section 3.10.
    
    Consolidation and Merger; Sale of Assets
    
    
    15Section 3.11.
    
    Successor or Transferee
    
    
    16Section 3.12.
    
    No Other Activities
    
    
    17Section 3.13.
    
    Further Instruments and Acts
    
    
    17Section 3.14.
    
    Restricted Payments
    
    
    17Section 3.15.
    
    Notice of Events of Default
    
    
    17Section 3.16.
    
    Representations and Warranties of the Issuer as to Security Interest
    
    
    17Section 3.17.
    
    Audits of the Issuer
    
    
    18Section 3.18.
    
    Representations and Warranties of the Issuer
    
    
    19ARTICLE IV SATISFACTION AND DISCHARGE
    
    
    19Section 4.1.
    
    Satisfaction and Discharge of Indenture
    
    
    19ARTICLE V REMEDIES
    
    
    20Section 5.1.
    
    Events of Default
    
    
    20Section 5.2.
    
    Acceleration of Maturity; Rescission and Annulment
    
    
    21Section 5.3.
    
    Collection of Indebtedness by the Indenture Trustee
    
    
    22Section 5.4.
    
    Trustee May File Proofs of Claim
    
    
    22




---



##### 



Section 5.5.
    
    Trustee May Enforce Claims Without Possession of Notes
    
    
    23Section 5.6.
    
    Remedies; Priorities
    
    
    23Section 5.7.
    
    Optional Preservation of the Collateral
    
    
    25Section 5.8.
    
    Limitation on Suits
    
    
    25Section 5.9.
    
    Unconditional Rights of Noteholders to Receive Principal and Interest
    
    
    26Section 5.10.
    
    Restoration of Rights and Remedies
    
    
    26Section 5.11.
    
    Rights and Remedies Cumulative
    
    
    26Section 5.12.
    
    Delay or Omission Not a Waiver
    
    
    26Section 5.13.
    
    Control by Noteholders
    
    
    26Section 5.14.
    
    Waiver of Defaults and Events of Default
    
    
    27Section 5.15.
    
    Undertaking for Costs
    
    
    27Section 5.16.
    
    Waiver of Stay or Extension Laws
    
    
    28Section 5.17.
    
    Performance and Enforcement of Certain Obligations
    
    
    28ARTICLE VI THE INDENTURE TRUSTEE
    
    
    28Section 6.1.
    
    Duties of Indenture Trustee
    
    
    28Section 6.2.
    
    Rights of Indenture Trustee
    
    
    29Section 6.3.
    
    Individual Rights of Indenture Trustee
    
    
    30Section 6.4.
    
    Indenture Trustees Disclaimer
    
    
    31Section 6.5.
    
    Notice of Defaults
    
    
    31Section 6.6.
    
    Reports by Indenture Trustee
    
    
    31Section 6.7.
    
    Compensation and Indemnity
    
    
    33Section 6.8.
    
    Replacement of Indenture Trustee
    
    
    34Section 6.9.
    
    Successor Indenture Trustee by Merger
    
    
    35Section 6.10.
    
    Appointment of Separate Indenture Trustee or Co-Indenture Trustee
    
    
    35Section 6.11.
    
    Eligibility; Disqualification
    
    
    36Section 6.12.
    
    Preferential Collection of Claims Against Issuer
    
    
    37Section 6.13.
    
    Audits of the Indenture Trustee
    
    
    37Section 6.14.
    
    Representations and Warranties of the Indenture Trustee
    
    
    38Section 6.15.
    
    Duty to Update Disclosure
    
    
    39Section 6.16.
    
    Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties
    
    
    39ARTICLE VII NOTEHOLDERS LISTS AND REPORTS
    
    
    40Section 7.1.
    
    Names and Addresses of Noteholders
    
    
    40Section 7.2.
    
    Preservation of Information; Communications to Noteholders
    
    
    40Section 7.3.
    
    Reports by Issuer
    
    
    40Section 7.4.
    
    Reports by Indenture Trustee
    
    
    41ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
    
    
    41Section 8.1.
    
    Collection of Money
    
    
    41Section 8.2.
    
    Trust Accounts; Distributions and Disbursements
    
    
    41Section 8.3.
    
    General Provisions Regarding Bank Accounts
    
    
    44Section 8.4.
    
    Release of Collateral
    
    
    45ARTICLE IX SUPPLEMENTAL INDENTURES
    
    
    46Section 9.1.
    
    Supplemental Indentures Without Consent of Noteholders
    
    
    46
 ii




---



##### 



Section 9.2.
    
    Supplemental Indentures with Consent of Noteholders
    
    
    47Section 9.3.
    
    Execution of Supplemental Indentures
    
    
    48Section 9.4.
    
    Effect of Supplemental Indenture
    
    
    49Section 9.5.
    
    Conformity with Trust Indenture Act
    
    
    49Section 9.6.
    
    Reference in Notes to Supplemental Indentures
    
    
    49ARTICLE X REDEMPTION OF NOTES
    
    
    49Section 10.1.
    
    Redemption
    
    
    49ARTICLE XI MISCELLANEOUS
    
    
    50Section 11.1.
    
    Compliance Certificates and Opinions, etc.
    
    
    50Section 11.2.
    
    Form of Documents Delivered to Indenture Trustee
    
    
    52Section 11.3.
    
    Acts of Noteholders
    
    
    52Section 11.4.
    
    Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
    
    
    53Section 11.5.
    
    Notices to Noteholders; Waiver
    
    
    53Section 11.6.
    
    Conflict with Trust Indenture Act
    
    
    54Section 11.7.
    
    Benefits of Indenture
    
    
    54Section 11.8.
    
    GOVERNING LAW
    
    
    54Section 11.9.
    
    Submission to Jurisdiction
    
    
    54Section 11.10.
    
    WAIVER OF JURY TRIAL
    
    
    54Section 11.11.
    
    Severability
    
    
    55Section 11.12.
    
    Counterparts
    
    
    55Section 11.13.
    
    Headings
    
    
    55Section 11.14.
    
    Issuer Obligation
    
    
    55Section 11.15.
    
    Subordination of Claims against the Depositor
    
    
    55Section 11.16.
    
    No Petition
    
    
    56
 Exhibit A
    
    Form of Class A Note
    
    A-1Exhibit B
    
    Form of Class B / C / D Note
    
    B-1Schedule A
    
    Schedule of Receivables
    
    SA-1
 iii




---



##### 



1
 TIA
    
    IndentureSection
    
    Section310 (a)
    
    
    6.11; 6.14(b)
    
    
    6.11(c)
    
    
    N.A.311 (a)
    
    
    6.12(b)
    
    
    6.12(c)
    
    
    6.12312 (a)
    
    
    N.A.(b)
    
    
    7.2(c)
    
    
    7.2313 (a)
    
    
    7.4(b)
    
    
    7.4(c)
    
    
    6.5, 7.3, 7.4(d)
    
    
    N.A.314 (a)
    
    
    N.A.(b)
    
    
    N.A.(c)
    
    
    8.4, 11.1(d)
    
    
    8.4, 11.1(e)
    
    
    N.A.315 (a)
    
    
    N.A.(b)
    
    
    N.A.(c)
    
    
    N.A.(d)
    
    
    N.A.(e)
    
    
    N.A.316 (a)(1)(A)
    
    
    N.A.(a) (1)(B)
    
    
    N.A.(a)(2)
    
    
    N.A.(b)
    
    
    N.A.(c)
    
    
    N.A.317
    
    
    11.6318 (a)
    
    
    N.A.
 
 1
    
    Note: This Cross Reference Table is not deemed, for any purpose, to be part of this
Indenture.2
    
    N.A. means Not Applicable. iv




---



##### 



Indenture
      
 Usage and Definitions
 Incorporation by Reference of Trust Indenture Act
 indenture securities
 indenture security holder
 indenture to be qualified
 indenture trustee institutional trustee
 obligor




---



##### 



Form
   Execution, Authentication and Delivery
   Class
    
    Note Interest Rate
    
    Initial Note BalanceClass A-1 Notes
    
    
    0.21892
    %
    
    $
    303,700,000Class A-2 Notes
    
    
    0.68
    %
    
    $
    347,800,000Class A-3 Notes
    
    
    0.84
    %
    
    $
    391,800,000Class A-4 Notes
    
    
    1.35
    %
    
    $
    256,420,000Class B Notes
    
    
    2.27
    %
    
    $
    41,040,000Class C Notes
    
    
    2.54
    %
    
    $
    27,360,000Class D Notes
    
    
    3.13
    %
    
    $
    27,360,000
  2




---



##### 



Tax Treatment
 Registration; Registration of Transfer and Exchange
 Note Registrar Note Register
     3




---



##### 



Class A-1 Note Transfer Class D Note Transfer Void Class A-1 Note Transfer Void Class D Note Transfer
   4




---



##### 



QIB
         5




---



##### 



Rule 144A Information
     Mutilated, Destroyed, Lost or Stolen Notes
  6




---



##### 



Persons Deemed Owners
 Payment of Principal and Interest
  7




---



##### 



Cancellation
 Release of Collateral
 Book-Entry Notes
 8




---



##### 



Definitive Notes
      Definitive Notes
 9




---



##### 



Authenticating Agents
 Authenticating
Agent
    Note Paying Agents
    10




---



##### 



Payment of Principal and Interest
 Maintenance of Office or Agency
 Money for Payments To Be Held in Trust
     11




---



##### 



Existence
 12




---



##### 



Protection of Collateral
  (A)
    
    maintain or preserve the Lien and security interest
(and the priority of such security interest) of this Indenture or carry out
more effectively the purposes of this Indenture;(B)
    
    perfect, publish notice of or protect the validity of
any Grant made or to be made by this Indenture;(C)
    
    enforce any of the Collateral; or(D)
    
    preserve and defend title to the Collateral and the
rights of the Indenture Trustee and the Secured Parties in such Collateral
against the claims of all Persons.
   Performance of Obligations; Servicing of Receivables
 No Release of Material Covenants or Obligations
 13




---



##### 



Contracting
 Performance of Obligations
 Servicer Termination Event
 Negative Covenants
      Opinions as to Collateral
  14




---



##### 



Annual Statement as to Compliance
 Consolidation and Merger; Sale of Assets
  15




---



##### 



Successor or Transferee
   16




---



##### 



No Other Activities
 Further Instruments and Acts
 Restricted Payments
    Notice of Events of Default
 Representations and Warranties of the Issuer as to Security Interest
    17




---



##### 



Audits of the Issuer
 18




---



##### 



Representations and Warranties of the Issuer
 Organization and Qualification
 Power, Authorization and Enforceability
 No Conflicts and No Violation
 No Proceedings
 Investment Company Act
 
 Satisfaction and Discharge of Indenture
  19




---



##### 



Events of Default
 Event of Default
    20




---



##### 



Acceleration of Maturity; Rescission and Annulment
    21




---



##### 



Collection of Indebtedness by the Indenture Trustee
   Trustee May File Proofs of Claim
     22




---



##### 



Trustee May Enforce Claims Without Possession of Notes
   Remedies; Priorities
     23




---



##### 



(i)
    
    the Event of Default is described in Section 5.1(a)(i) or (ii); or(ii)
    
    the Event of Default is described in Section 5.1(a)(iii) and:
 (A)
    
    the Noteholders representing 100% of the Note Balance
of the Notes Outstanding consent to such sale or liquidation; or(B)
    
    the proceeds of such sale or liquidation are expected
to be sufficient to pay in full all amounts owed by the Issuer to the
Secured Parties including all principal of and accrued interest on the
Notes Outstanding;
 (iii)
    
    the Event of Default is described in Section 5.1(a)(iv) and:
 (A)
    
    the Noteholders representing 100% of the Note Balance
of the Controlling Class consent to such sale or liquidation; or(B)
    
    the proceeds of such sale or liquidation are expected
to be sufficient to pay in full all amounts owed by the Issuer to the
Secured Parties including all principal of and accrued interest on the
Notes Outstanding; or(C)
    
    the Indenture Trustee (1) determines (but will have no
obligation to make such determination) that the Collateral will not
continue to provide sufficient funds for the payment of all amounts owed to
the Secured Parties, as those payments would have become due if the Notes
had not been declared due and payable and (2) obtains the
consent of Noteholders of at least 66-2/3% of the Note Balance of the
Controlling Class.
  24




---



##### 



Optional Preservation of the Collateral
 Limitation on Suits
        25




---



##### 



Unconditional Rights of Noteholders to Receive Principal and Interest
 Restoration of Rights and Remedies
 Rights and Remedies Cumulative
 Delay or Omission Not a Waiver
 Control by Noteholders
 26




---



##### 



provided
      Waiver of Defaults and Events of Default
   Undertaking for Costs
 27




---



##### 



Waiver of Stay or Extension Laws
 Performance and Enforcement of Certain Obligations
   
 Duties of Indenture Trustee
     28




---



##### 



provided
          Rights of Indenture Trustee
   29




---



##### 



Individual Rights of Indenture Trustee
 30




---



##### 



Indenture Trustees Disclaimer
 Notice of Defaults provided
 Reports by Indenture Trustee
 https://gctinvestorreporting.bnymellon.com
 https://gctinvestorreporting.bnymellon.com
  31




---



##### 



Applicable Servicing
Criteria
    32




---



##### 



Compensation and Indemnity
   Indemnified Person provided
 33




---



##### 



Replacement of Indenture Trustee
        34




---



##### 



Successor Indenture Trustee by Merger
   Appointment of Separate Indenture Trustee or Co-Indenture Trustee
    35




---



##### 



Eligibility; Disqualification
   36




---



##### 



Preferential Collection of Claims Against Issuer
 Audits of the Indenture Trustee
 37




---



##### 



Representations and Warranties of the Indenture Trustee
 Organization and Qualification
 Power, Authorization and Enforceability
 No Conflicts and No Violation
 No Proceedings
 38




---



##### 



Eligibility
 Information Provided by the Indenture Trustee
 Duty to Update Disclosure
 Covenants for Reporting of Repurchase Demands due to Breaches of
Representations and Warranties
 39




---



##### 



Names and Addresses of Noteholders
 Preservation of Information; Communications to Noteholders
    Reports by Issuer
     40




---



##### 



Reports by Indenture Trustee
   
 Collection of Money
 Trust Accounts; Distributions and Disbursements
   pro rata
 41




---



##### 



pro rata
            42




---



##### 



pro rata
   pro rata
 43




---



##### 



General Provisions Regarding Bank Accounts
  44




---



##### 



Release of Collateral
    provided
   45




---



##### 



Supplemental Indentures Without Consent of Noteholders
        46




---



##### 



Supplemental Indentures with Consent of Noteholders
  47




---



##### 



provided however
 (A)
    
    modify or alter Section 9.1 or this Section 9.2;(B)
    
    change (1) the Final Scheduled Payment Date or the date
of payment of any installment of principal of or interest on any Note, (2)
the principal amount of or interest rate on any Note, (3) the price at
which the Notes may be redeemed, (4) the provisions of this Indenture
relating to the priority of payments on the Notes or relating to the
application of collections on, or the proceeds of the sale of, the
Collateral to payment of principal of or interest on the Notes, or change
any place of payment where, or the coin or currency in which, any Note or
the interest on any Note is payable, or (5) the right of Noteholders to
institute Proceedings to enforce this Indenture;(C)
    
    modify the percentage of the Note Balance of the Notes
Outstanding or the Controlling Class required for any action;(D)
    
    modify or alter (1) the second proviso to the
definition of Outstanding or (2) the definition of Controlling Class;(E)
    
    modify the calculation of the amount of any payment of
interest or principal due on any Note on any Payment Date; or(F)
    
    permit the creation of any Lien ranking prior or equal
to the Lien of this Indenture with respect to any part of the Collateral
other than Permitted Liens, or except as permitted by this Indenture or the
other Transaction Documents, release the Lien of this Indenture with
respect to any part of the Collateral.
  Execution of Supplemental Indentures
 48




---



##### 



Effect of Supplemental Indenture
 Conformity with Trust Indenture Act
 Reference in Notes to Supplemental Indentures
 
 Redemption
      49




---



##### 



Compliance Certificates and Opinions, etc
 Issuer Order Issuer Request
      50




---



##### 



51




---



##### 



Form of Documents Delivered to Indenture Trustee
   Acts of Noteholders
 Act of Noteholders
   52




---



##### 



Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
        Notices to Noteholders; Waiver
  53




---



##### 



Conflict with Trust Indenture Act
 Benefits of Indenture
 GOVERNING LAW
 Submission to Jurisdiction
 WAIVER OF JURY TRIAL
 54




---



##### 



Severability
 Counterparts
 Headings
 Issuer Obligation
 Subordination of Claims against the Depositor
  55




---



##### 



No Petition
  56




---



##### 



FORD CREDIT AUTO OWNER TRUST 2011-B,
as IssuerBy:
    U.S. BANK TRUST NATIONAL ASSOCIATION,not in its individual capacity but solely as Owner Trustee of Ford Credit
Auto Owner Trust 2011-BBy:Name:Title:THE BANK OF NEW YORK MELLON,
not in its individual capacity but solely as
Indenture TrusteeBy:Name:Title:




---



##### 



Class A-1 Notes Only
  A-1




---



##### 



A-2




---



##### 



REGISTERED
No. R-1
    
    $[__________]
    
    CUSIP NO. [__________]
   Issuer Payment Date Indenture Indenture Trustee Class A-[__] Final Scheduled Payment Date
   Class A-[__] Notes
 A-3




---



##### 



A-4




---



##### 



A-5




---



##### 



A-6




---



##### 



provided however
   A-7




---



##### 



FORD CREDIT AUTO OWNER TRUST 2011-BBY:
    U.S. BANK TRUST NATIONAL ASSOCIATION,not in its individual capacity but solely as OwnerTrustee of Ford Credit Auto Owner Trust 2011-BBy:Responsible Person    THE BANK OF NEW YORK MELLON,
not in its individual capacity but
solely as Indenture TrusteeBy:Responsible Person A-8




---



##### 



(name and address of assignee)  Dated:
    
    */
Signature Guaranteed
  
 */
    
    NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the
face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature
must be guaranteed by an eligible guarantor institution meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Securities Transfer Agents Medallion Program or such other
signature guarantee program as may be determined by the Note Registrar in addition to, or in substitution for, the
Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act. A-9




---



##### 



Class D only:
  B-1




---



##### 



B-2




---



##### 



$[__________]No. [B/C/D]-1
    
    CUSIP NO. [__________]
   Issuer Payment Date Indenture Indenture Trustee Class [B/C/D] Final Scheduled Payment Date
 th th
  Class [B/C/D Notes
 B-3




---



##### 



B-4




---



##### 



B-5




---



##### 



B-6




---



##### 



provided however
   B-7




---



##### 



FORD CREDIT AUTO OWNER TRUST 2011-BBY:
    U.S. BANK TRUST NATIONAL ASSOCIATION,not in its individual capacity but solely as OwnerTrustee of Ford Credit Auto Owner Trust 2011-BBy:Responsible Person    THE BANK OF NEW YORK MELLON,
not in its individual capacity but
solely as Indenture TrusteeBy:Responsible Person B-8




---



##### 



(name and address of assignee)  Dated:
    
    */
Signature Guaranteed*/
 
 */
    
    NOTICE: The signature to this assignment must correspond with the name of the registered owner
as it appears on the face of the within Note in every particular, without alteration, enlargement
or any change whatever. Such signature must be guaranteed by an eligible guarantor institution
meeting the requirements of the Note Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program or such other signature
guarantee program as may be determined by the Note Registrar in addition to, or in substitution
for, the Securities Transfer Agents Medallion Program, all in accordance with the Exchange
Act. B-9




---



##### 



SA-1